EXHIBIT 10.2
June 27, 2005
▇▇▇▇▇ & Steers Capital Advisors, LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Re: Placement of Securities of Windrose Medical Properties Trust
Dear Sirs:
This letter (the "Agreement") confirms our agreement to retain ▇▇▇▇▇ &
Steers Capital Advisors, LLC (the "Placement Agent") as our exclusive agent for
a period commencing on the date of this letter and terminating on July 15, 2005,
unless extended by the parties, to introduce Windrose Medical Properties Trust,
a Maryland real estate investment trust with perpetual existence (the
"Company"), to certain investors as prospective purchasers (the "Offer") of up
to 2,000,000 shares of the Company's 7.5% Series A Cumulative Convertible
Preferred Shares, par value $.01 per share (the "Securities") (assuming the
maximum number of Securities is issued and sold). The engagement described
herein (i) may be terminated by the Company at any time prior to the Closing (as
defined below) and (ii) shall be in accordance with applicable laws and pursuant
to the following procedures and terms and conditions:
1. The Company will:
(a) Cause the Company's independent public accountants to
address to the Company and the Placement Agent and deliver to the
Company, the Placement Agent and the Purchasers (as such term is
defined in the Purchase Agreements dated the date hereof between the
Company and the purchaser party thereto (the "Purchase Agreements"))
(i) a letter or letters (which letters are frequently referred to as
"comfort letters") dated the date hereof, and (ii) if so requested by
the Placement Agent, a "bring-down" letter delivered the date on which
the sale of Securities is consummated pursuant to the Purchase
Agreements (such date, the "Closing Date" and the time of such
consummation on any such Closing Date, a "Closing"), which, with
respect to the letter referred to in clause (i) above, will be
substantially in the form attached hereto as Annex I, and with respect
to the letter or letters referred to in clause (ii) above, will be in
form and substance reasonably satisfactory to the Placement Agent.
(b) On the Closing Date, cause outside counsel to the Company
to deliver an opinion or opinions to the Placement Agent and the
Purchasers substantially in the form of Annex II hereto.
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(c) As soon as practicable after the Closing, subject to the
Purchasers' ownership satisfying the distribution requirements for
listing, apply for listing the Securities for trading on the New York
Stock Exchange, Inc. ("NYSE") and will use its commercially reasonable
efforts to obtain approval from the NYSE with respect to such listing
as soon as reasonably practicable within 30 days after the Closing Date
and, if such approval is not obtained within 30 days, to continue to
use its commercially reasonable efforts to obtain such approval as soon
as practicable thereafter.
(d) Prior to the Closing, the Company shall not sell or
approve the solicitation of offers for the purchase of additional
Securities in excess of the amount which shall be authorized by the
Company or in excess of the aggregate offering price of the Securities
registered pursuant to the Registration Statement (as defined below).
(e) Use the proceeds of the offering contemplated hereby as
set forth under the caption "Use of Proceeds" in the Prospectus
Supplement (as defined below).
2. The Company authorizes the Placement Agent to use the Prospectus (as
defined below) in connection with the Offer for such period of time as the
Prospectus is required by law to be delivered in connection therewith and the
Placement Agent agrees to do so.
3. (a) The Placement Agent will use commercially reasonable efforts on
behalf of the Company in connection with the Placement Agent's services
hereunder. No offers or sales of Securities shall be made to any person without
the prior approval of such person by the Company, such approval to be at the
reasonable discretion of the Company. The Placement Agent's aggregate fee for
its services hereunder will be an amount equal to the sum of (i) 2.5% of the
gross proceeds received by the Company from the sale of Securities to
non-affiliates of the Placement Agent as a result of the Offer and (ii) 1.0% of
the gross proceeds received by the Company from the sale of Securities to
affiliates of the Placement Agent. Such fee shall be payable by the Company at
and subject to the consummation of the Closing. The Company, upon consultation
with the Placement Agent, may establish in the Company's discretion a minimum
aggregate amount of Securities to be sold in the offering contemplated hereby,
which minimum aggregate amount shall be reflected in the Prospectus. The
Placement Agent will not enter into any agreement or arrangement with any
broker, dealer or other person in connection with the placement of Securities
(individually, a "Participating Person" and collectively, "Participating
Persons") which will obligate the Company to pay additional fees or expenses to
or on behalf of a Participating Person without the prior written consent of the
Company, it being understood that ▇▇▇▇▇▇▇▇▇ & Company, Inc. will be acting as
settlement agent ("Settlement Agent") in connection with the Offer and the
Company will pay the fees and expenses of the Settlement Agent which shall be
calculated at the rate of $.02 per Security sold.
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(b) The Company agrees that it will pay its own costs and expenses
incident to the performance of the obligations hereunder whether or not any
Securities are offered or sold pursuant to the Offer, including, without
limitation, (i) the filing fees and expenses, if any, incurred with respect to
any filing with the NYSE, (ii) all costs and expenses incident to the
preparation, issuance, execution and delivery of the Securities, (iii) all costs
and expenses (including filing fees) incident to the preparation, printing and
filing under the Securities Act of 1933, as amended (the "Act"), of the
Registration Statement and the Prospectus, including, without limitation, in
each case, all exhibits, amendments and supplements thereto, (iv) all costs and
expenses incurred in connection with the required registration or qualification
of the Securities issuable under the laws of such jurisdictions as the Placement
Agent may reasonably designate, if any, (v) all costs and expenses incurred by
the Company in connection with the printing (including word processing and
duplication costs) and delivery of the Prospectus and Registration Statement
(including, without limitation, any preliminary and supplemental blue sky
memoranda) including, without limitation, mailing and shipping, (vi) all fees
and expenses incurred in marketing the Offer and (vii) the fees and
disbursements of Hunton & ▇▇▇▇▇▇▇▇, LLP, counsel to the Company, and any other
counsel to the Company, and KPMG LLP, auditors to the Company. In addition, the
Company agrees to reimburse the Placement Agent for all out-of-pocket expenses
of the Placement Agent in connection with the Offer including the reasonable
legal fees, expenses and disbursements of the Placement Agent's counsel in
connection with the Offer in an amount not to exceed $75,000.
4. (a) The Company will indemnify and hold harmless the Placement Agent
and each of its partners, directors, officers, associates, affiliates,
subsidiaries, employees, consultants, attorneys and agents, and each person, if
any, controlling the Placement Agent or any of its affiliates within the meaning
of either Section 15 of the Act or Section 20 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), from and against any and all losses,
claims, damages, liabilities or costs (and any reasonable legal or other
expenses incurred by such Placement Agent in investigating or defending the same
or in giving testimony or furnishing documents in response to a request of any
government agency or to a subpoena) in any way relating to, arising out of or
caused by any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or in the Prospectus or in any way
relating to, arising out of or caused by any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading. Such indemnity agreement shall not, however, apply to any
such loss, claim, damage, liability, cost or expense (i) if such statement or
omission was made in reliance upon or in conformity with information furnished
in writing to the Company by the Placement Agent or its affiliates or any of the
Purchasers, Investment Advisors or Broker-Dealers (as defined in the Purchase
Agreements) or their respective affiliates expressly for use in the Prospectus
Supplement, or (ii) which is held in a final judgment of a court of competent
jurisdiction (not subject to further appeal) to have arisen out of the gross
negligence or willful misconduct of the Placement Agent or any indemnitee
described in this paragraph 4(a).
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(b) The Placement Agent will indemnify and hold harmless the Company
and each of its directors, officers, associates, affiliates, subsidiaries,
employees, consultants, attorneys, agents, and each person controlling the
Company or any of its affiliates within the meaning of either Section 15 of the
Act or Section 20 of the Exchange Act from and against any and all losses,
claims, damages, liabilities, costs or expenses (and any reasonable legal or
other expenses incurred by such indemnitee in investigating or defending the
same or in giving testimony or furnishing documents in response to a request of
any government agency or to a subpoena) (i) which are held in a final judgment
of a court of competent jurisdiction (not subject to further appeal) to have
arisen out of the gross negligence or willful misconduct of such Placement Agent
or any of its respective partners, directors, officers, associates, affiliates,
subsidiaries, employees, consultants, attorneys and agents, and each person, if
any, controlling the Placement Agent or any of its affiliates within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act or (ii) relating to,
arising out of or caused by any untrue statement or alleged untrue statement of
a material fact contained in the Prospectus Supplement or in any way relating
to, arising out of or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, if such statement or omission was made in reliance upon or
in conformity with information furnished in writing to the Company by the
Placement Agent or its affiliates or any of the Purchasers, Investment Advisors
or Broker-Dealers or their respective affiliates expressly for use in the
Prospectus Supplement, or (iii) which result from violations by the Placement
Agent of law or of requirements, rules or regulations of federal or state
securities regulators, self-regulatory associations or organizations in the
securities industry, stock exchanges or organizations with similar functions or
responsibilities with respect to securities brokers or dealers, as determined by
a court of competent jurisdiction or applicable federal or state securities
regulators, self-regulatory associations or organizations in the securities
industry or stock exchanges or organizations, as applicable.
(c) If any action, proceeding or investigation is commenced as to which
any indemnified party hereunder proposes to demand indemnification under this
letter agreement, such indemnified party will notify the indemnifying party with
reasonable promptness. The indemnifying party shall have the right to retain
counsel of its own choice (which counsel shall be reasonably satisfactory to the
indemnified party) to represent it and such counsel shall, to the extent
consistent with its professional responsibilities, cooperate with the
indemnified party and any counsel designated by the indemnified party; provided,
however, it is understood and agreed that if the indemnifying party assumes the
defense of a claim for which indemnification is sought hereunder, it shall have
no obligation to pay the expenses of separate counsel for the indemnified party,
unless defenses are available to the indemnified party that make it
impracticable for the indemnifying party and the indemnified party to be
represented by the same counsel in which case the indemnified party shall be
entitled to retain one counsel. The indemnifying party will not be liable under
this letter
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agreement for any settlement of any claim against the indemnified party made
without the indemnifying party's written consent.
(d) In order to provide for just and equitable contribution, if a claim
for indemnification pursuant to this paragraph 4 is made but it is found in a
final judgment by a court of competent jurisdiction (not subject to further
appeal) that such indemnification may not be enforced in such case, even though
the express provisions hereof provided for indemnification in such case, then
the Company, on the one hand, and the Placement Agent, on the other hand, shall
contribute to the losses, claims, damages, liabilities or costs to which the
indemnified persons may be subject in accordance with the relative benefits
received from the offering and sale of the Securities by the Company, on the one
hand, and the Placement Agent, on the other hand (it being understood that, with
respect to the Placement Agent, such benefits received are limited to fees
actually paid by the Company and received by the Placement Agent pursuant to
this Agreement), and also the relative fault of the Company, on the one hand,
and the Placement Agent, on the other hand, in connection with the statements,
acts or omissions which resulted in such losses, claims, damages, liabilities or
costs, and any relevant equitable considerations shall also be considered. No
person found liable for a fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who
is not also found liable for such fraudulent misrepresentation. Notwithstanding
the foregoing, the Placement Agent shall not be obligated to contribute any
amount hereunder that exceeds the fees received by the Placement Agent in
respect to the offering and sale of the Securities.
5. The Company represents and warrants to the Placement Agent as of the
date hereof and as of the Closing Date as follows:
(a) The Company meets the requirements for use of Form S-3 under the
Act. The Company's Registration Statement (as defined below) was declared
effective by the SEC (as defined below) and the Company has filed such
post-effective amendments thereto as may be required prior to the execution of
this Agreement and each such post-effective amendment became effective. The SEC
has not issued, and to the Company's knowledge, the SEC does not intend nor has
it threatened to issue, a stop order with respect to the Registration Statement,
nor has it otherwise suspended or withdrawn the effectiveness of the
Registration Statement, either temporarily or permanently, nor, to the Company's
knowledge, does it intend or has it threatened to do so. On the effective date,
(i) the Registration Statement complied in all material respects with the
requirements of the Act and the rules and regulations promulgated under the Act
(the "Regulations"); at the effective date the Basic Prospectus (as defined
below) complied, and at the Closing the Prospectus will comply, in all material
respects with the requirements of the Act and the Regulations; and (ii) the
Registration Statement at the effective date and as amended or supplemented on
the date hereof and on the Closing Date did not, does not and will not contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make
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the statements therein not misleading; and the Prospectus as of any such time,
did not, does not and will not include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
provided, however, that the representations and warranties in this subsection
shall not apply to statements in or omissions from the Registration Statement or
the Prospectus made in reliance upon and in conformity with information
furnished to the Company in writing by (i) the Placement Agent or its affiliates
or (ii) by or on behalf of any of the Purchasers, Investment Advisors or
Broker-Dealers or any of their respective affiliates, in each case, expressly
for use therein. As used in this Agreement, the term "Registration Statement"
means the "shelf" registration statement on Form S-3 (File No. 333-112183) as
declared effective by the Securities and Exchange Commission (the "SEC"),
including exhibits, financial statements, schedules and documents incorporated
by reference therein. The term "Basic Prospectus" means the prospectus included
in the Registration Statement at the time it became effective. The term
"Prospectus Supplement" means the prospectus supplement specifically relating to
the Securities as filed with the SEC pursuant to Rule 424 under the Act in
connection with the sale of the Securities. The term "Prospectus" means the
Basic Prospectus and the Prospectus Supplement taken together. Any reference in
this Agreement to the Registration Statement or the Prospectus shall be deemed
to refer to and include the documents incorporated by reference therein as of
the date hereof or the date of the Prospectus, as the case may be, and any
reference herein to any amendment or supplement to the Registration Statement or
the Prospectus shall be deemed to refer to and include any documents filed after
such date and through the date of such amendment or supplement under the
Exchange Act and so incorporated by reference prior to the completion of the
offering of the Securities.
(b) Since the date as of which information is given in the Registration
Statement and the Prospectus, except as otherwise stated therein, (i) there has
been no material adverse change or any development which could reasonably be
expected to give rise to a prospective material adverse change in or affecting
the condition, financial or otherwise, or in the earnings, business affairs or,
to the Company's knowledge, business prospects of the Company and the
subsidiaries of the Company, if any (the "Subsidiaries") considered as one
enterprise, whether or not arising in the ordinary course of business, (ii)
there have been no transactions entered into by the Company or any of its
Subsidiaries, other than those in the ordinary course of business, which are
material with respect to the Company and its Subsidiaries considered as one
enterprise, and (iii) other than regular quarterly dividends, there has been no
dividend or distribution of any kind declared, paid or made by the Company on
any class of its shares.
(c) The Company has been duly organized as a real estate investment
trust and is validly existing in good standing under the laws of the State of
Maryland. Each of the Subsidiaries of the Company has been duly organized and is
validly existing in good standing under the laws of its jurisdiction of
organization. Each of the Company and its Subsidiaries
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has the required power and authority to own and lease its properties and to
conduct its business as described in the Prospectus; and each of the Company and
its Subsidiaries is duly qualified to transact business in each jurisdiction in
which such qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the failure to so
qualify would not have a material adverse effect on the condition, financial or
otherwise, or the earnings, business affairs or, to the Company's knowledge,
business prospects of the Company and its Subsidiaries considered as one
enterprise.
(d) As of the date hereof, the authorized capital stock of the Company
consisted of 100,000,000 common shares, par value $.01 per share, and 20,000,000
preferred shares, par value $.01 per share, of which 13,7444,235 common shares
are issued and outstanding as of such date (without giving effect to any
preferred shares issued or to be issued as contemplated by this Agreement or the
application of the proceeds of the offering contemplated hereby) and 20,000,000
preferred shares are authorized and unissued of which 2,000,000 will be
designated as the Securities. The issued and outstanding shares of the Company
have been duly authorized and validly issued and are fully paid and
non-assessable; the Securities have been duly authorized, and when issued in
accordance with the terms of the Declaration of Trust and Bylaws of the Company
and delivered and paid for as contemplated in the Purchase Agreement, will be
validly issued, fully paid and non-assessable; the Securities and the common
shares of the Company conform to all statements relating thereto contained in
the Prospectus; and the issuance of the Securities is not subject to preemptive
or other similar rights.
(e) Neither the Company nor any of its Subsidiaries is in violation of
its organizational documents or in default in the performance or observance of
any material obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or other instrument
or agreement to which the Company or any of its Subsidiaries is a party or by
which it or any of them may be bound, or to which any of the property or assets
of the Company or any of its Subsidiaries is subject where such violation or
default would have a material adverse effect on the condition, financial or
otherwise, or the earnings, business affairs or, to the Company's knowledge,
business prospects of the Company and its Subsidiaries considered as one
enterprise; and the execution, delivery and performance of this Agreement, the
execution and filing of the Articles Supplementary of the Company relating to
the Securities (the "Articles Supplementary"), and the issuance and delivery of
the Securities and the consummation of the transactions contemplated herein have
been duly authorized by all necessary action and will not conflict with or
constitute a material breach of, or default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any material property or
assets of the Company or any of its Subsidiaries pursuant to, any material
contract, indenture, mortgage, loan agreement, note, lease or other instrument
or agreement to which the Company or any of its Subsidiaries is a party or by
which it or any of them may be bound, or to which any of the property or assets
of the Company or any of its Subsidiaries is subject, nor will any such action
result in any violation
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of the provisions of the Declaration of Trust of the Company, as supplemented by
the Articles Supplementary, by-laws or other organizational documents of the
Company or any of its Subsidiaries or any law, administrative regulation or
administrative or court decree applicable to the Company.
(f) The Company is organized in conformity with the requirements for
qualification and, as of the date hereof and as of the Closing, operates in a
manner that qualifies it as a "real estate investment trust" under the Internal
Revenue Code of 1986, as amended, and the rules and regulations thereunder and
will be so qualified after giving effect to the sale of the Securities assuming
the accuracy of the representations and warranties of the Purchasers set forth
in the Purchase Agreement.
(g) The Company is not required to be registered under the Investment
Company Act of 1940, as amended.
(h) There is no action, suit or proceeding before or by any court or
governmental agency or body, domestic or foreign, now pending, or, to the
knowledge of the Company, threatened or contemplated, against or affecting the
Company or any of its Subsidiaries, which is required to be disclosed in the
Prospectus (other than as disclosed therein), or which might result in any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or, to the Company's knowledge, business prospects of
the Company and its Subsidiaries considered as one enterprise, or which might
materially and adversely affect their respective property or assets or which is
likely to materially and adversely affect the ability of the Company to
consummate the transactions contemplated by this Agreement; all pending legal or
governmental proceedings to which the Company or any of its Subsidiaries is a
party or of which any of their respective property or assets is the subject
which are not described in the Prospectus, including ordinary routine litigation
incidental to its business, considered in the aggregate, are not material to the
business of the Company and its Subsidiaries considered as one enterprise if
resolved in a manner unfavorable to the Company and its Subsidiaries.
(i) No authorization, approval or consent of any court or United States
federal or state governmental authority or agency is necessary in connection
with the sale of the Securities as contemplated hereunder, except such as may be
required under the Act or the Regulations or state securities laws or real
estate syndication laws.
(j) The Company and its Subsidiaries possess such certificates,
authorities or permits issued by the appropriate state, federal or foreign
regulatory agencies or bodies necessary to conduct the business now conducted by
them, except where the failure to possess such certificates, authority or
permits would not have a material adverse effect on the condition, financial or
otherwise, or the earnings, business affairs or, to the Company's knowledge,
business prospects of the Company and its Subsidiaries considered as one
enterprise. Neither the Company nor any of its Subsidiaries has received any
notice of
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proceedings relating to the revocation or modification of any such certificate,
authority or permit which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would materially and adversely affect
the condition, financial or otherwise, or the earnings, business affairs or, to
the Company's knowledge, business prospects of the Company and its Subsidiaries
considered as one enterprise, nor, to the knowledge of the Company, are any such
proceedings threatened or contemplated.
(k) The Company has full power and authority to enter into this
Agreement, and this Agreement has been duly authorized, executed and delivered
by the Company and constitutes a legal, valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms except as
may be limited by (i) the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights or remedies
of creditors or (ii) the effect of general principles of equity, whether
enforcement is considered in a proceeding in equity or at law and the discretion
of the court before which any proceeding therefor may be brought (collectively,
the "Enforceability Exceptions").
(l) The Articles Supplementary, and the filing of the Articles
Supplementary with the State Department of Assessments and Taxation of Maryland
on behalf of the Company, have each been duly authorized by the Company, the
Articles Supplementary have been filed with the State Department of Assessments
and Taxation of Maryland on behalf of the Company and constitute a valid and
legally binding supplement to the Declaration of Trust of the Company
enforceable against the Company in accordance with its terms, except as
enforceability may be limited by the Enforceability Exceptions.
(m) As of the dates set forth therein or incorporated by reference, the
Company's subsidiaries had good and marketable title to all of the properties
and assets reflected in the audited financial statements contained in the
Prospectus, subject to no lien, mortgage, pledge or encumbrance of any kind
except (i) those reflected in such financial statements, (ii) as are otherwise
described in the Prospectus, (iii) as do not materially adversely affect the
value of such property or interests or interfere with the use made or proposed
to be made of such property or interests by the Company and its subsidiaries, or
(iv) customary provisions of mortgage loans secured by mortgages or deeds of
trust on similar types of properties.
(n) Any certificate signed by any officer of the Company and delivered
to the Placement Agent or to counsel for the Placement Agent shall be deemed a
representation and warranty by the Company to the Placement Agent as to the
matters covered thereby.
(o) Neither the issuance, sale and delivery of the Securities nor the
application of the proceeds thereof by the Company as described in the
Prospectus will cause the Company to violate or be in violation of Regulation T,
U or X of the Board of Governors of the Federal Reserve System or any other
regulation of such Board of Governors.
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6. The Placement Agent represents and warrants to the Company that (i)
it is registered as a broker-dealer under the Exchange Act and licensed or
otherwise qualified to do business as a broker-dealer in all states in which it
will offer any Securities pursuant to this Agreement, (ii) assuming compliance
by the Company with all relevant provisions of the Act in connection with the
Prospectus, the Placement Agent will conduct all offers and sales of the
Securities in compliance with the relevant provisions of the Act and the
Regulations and various state securities laws and regulations, (iii) the
Placement Agent will only act as agent in those jurisdictions in which it is
authorized to do so and (iv) the Placement Agent will not distribute to any
Purchaser, Investment Advisor or Broker-Dealer any written material relating to
the offering contemplated hereby other than the Registration Statement or the
Prospectus.
7. This Agreement shall be governed by the laws of the State of New
York governing contracts made and to be performed in such State without giving
effect to principles of conflicts of law.
8. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original and all of which together shall be
deemed to be the same Agreement. Executed counterparts may be delivered by
facsimile.
9. Construction. When used herein, the phrase "to the knowledge of" the
Company or "known to" the Company or any similar phrase means the actual
knowledge of the Chief Executive Officer, Chief Financial Officer or Chief
Operating Officer of the Company and includes the knowledge that such officers
would have obtained of the matter represented after reasonable due and diligent
inquiry of those employees of the Company whom such officers reasonably believe
would have actual knowledge of the matters represented.
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If the foregoing is in accord with your understanding of our
agreement, please sign in the space provided below and return a signed copy of
this letter to the Company.
Sincerely,
WINDROSE MEDICAL PROPERTIES TRUST
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Accepted by:
▇▇▇▇▇ & STEERS CAPITAL
ADVISORS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇
Title: Managing Director